PRICING SUPPLEMENT NO. 5A Rule 424(b)(3) DATED: January 19, 2001 File No. 333-52902 (To Prospectus dated January 11, 2001, and Prospectus Supplement dated January 11, 2001) $9,015,893,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: $30,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 2/2/2001 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 2/1/2002 CUSIP#: 073928SL8 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Optional Optional Redemption Repayment Repayment Redeemable On Price(s) Date(s) Price(s) ------------- -------------- ------------- ----------- N/A N/A N/A N/A Applicable Only to Fixed Rate Notes: ----------------------------------- Interest Rate: Interest Payment Dates: Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: N/A [ ] Commercial Paper Rate Minimum Interest Rate: N/A [x] Federal Funds Rate Interest Reset Date(s): Daily [ ] Treasury Rate Interest Reset Period: Daily [ ] LIBOR Reuters Interest Payment Date(s): * [ ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: ** Interest Payment Period: Quarterly Index Maturity: N/A Spread (plus or minus): + 0.19% * On the 2nd of May, August, November and at Maturity. ** Federal Funds Open Rate on January 29, 2001. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.